ESOP Transaction Structures

IS AN ESOP RIGHT FOR YOU? AN IN-DEPTH LOOK AT EMPLOYEE STOCK OWNERSHIP PLANS

Presented by:James SteikerChairmanSES ESOP Strategies 555 City Avenue, Suite 910Bala Cynwyd, PA 19004Tel: (215) 508-5643Email: jgs@sesesop.com

AgendaLiquidity & Succession Planning & AlternativesThe ESOP Approach

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Why Care About ESOPs?The Problem of Liquidity and SuccessionAll businesses must be sold or transferred – privately held companies have no ready marketApproach should be based on shareholder goals in the context of achievable alternatives

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Common Liquidity and Succession GoalsMaximize after-tax proceedsControl timing of succession and transferShareholder/officer ongoing role as executiveDiversify personal wealthLegacy

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Common Liquidity and Succession ConcernsDetermine/secure role or opportunities for family members in businessContinuity of business identity and operationsGetting free--ongoing responsibilities as executive officerReward key management/employeesSale of enterprise without continued financial liability/responsibility

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Liquidity & Succession: AlternativesExternal buyers

• Strategic• Financial• IPO

Internal Buyers• Family• Management• Partner (Redemptions & Buy-Sells)• ESOP

Liquidation

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Good ESOP CandidatesNon-cyclical slow to medium growthStable cash flowOwnership group interested in remaining involved/participating in the businessPatient long-time horizon—not seeking immediate cash payment in fullOwnership group concerned about employees and/or long term future of company/motivated by "legacy" or mission goals in addition to cashLack of cash strategic buyers willing to pay significant premium for the company

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Some Core ESOP Advantages and DisadvantagesAdvantages:

• Tax efficient• Shareholder directed process• Control over timing• Legacy

Disadvantages:• Complex• Regulated• Often involve Seller notes

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The ESOP Approach

IS AN ESOP RIGHT FOR YOU? AN IN-DEPTH LOOK AT EMPLOYEE STOCK OWNERSHIP PLANS

What is an ESOP?ESOP = “Employee Stock Ownership Plan”Qualified deferred compensation plan under ERISA and Internal Revenue CodeSimilar to Profit Sharing and 401(k) PlansMust invest primarily in company stockCan be leveraged

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Typical Goals of ESOP TransactionsShareholder LiquidityLong-term succession planCorporate and personal tax planningOwnership/Partnership incentive for key employees

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Significant ESOP Tax PreferencesEffective deduction of principal on ESOP loan repaymentSection 1042 Capital Gains DeferralDeduction of dividends paid on ESOP sharesS Corporation ESOP non-recognition of corporate income

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Section 1042 Capital Gains DeferralPermits shareholders selling to an ESOP to defer indefinitely capital gains tax on sale of sharesESOP must own 30% of value of all company stock after saleSelling shareholders must purchase qualified replacement property (“QRP”)—stocks or bonds of any domestic operating corporation

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“S” Corporation ESOPs“S” Corporation income attributed to shareholdersESOP as S Corp shareholder pays no taxes on its share of corporate incomeNo section 1042 Capital Gains Deferral

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How Does an ESOP Work?Company establishes an ESOP TrustESOP Trust purchases company stock from shareholders or companyBank or seller provides financing to CompanyCompany pays contributions or dividends to ESOP that ESOP uses to repay debtCompany or ESOP repurchases shares from employees after termination

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Initial “C” Corporation ESOP Transaction

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Company

ESOP

Note &Pledge

of StockCash

Company Stock

Cash

Shareholders

Pledge ofQRP??

Cash

Note & Collateral

Bank

ESOP Loan Repayment

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Company

Bank and/orShareholder

ESOP

Release of Shares Pledged as Collateral and Share Allocations

to Individual ESOP Accounts

Contributions or Dividends ($$$)

Loan Payments ($$$)LoanPayments

($$$)

Initial “S” Corporation ESOP Transaction

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Company

ESOP

Note &Pledge

of Stock

Company Stock

Company Stock

Cash &Sub. Note

w/Warrants

Shareholders

Cash

Note & Collateral

Bank

A Typical ESOP Transaction “Vision”One or more Section 1042 ESOP transactions to transfer most or all stock ownership to ESOPSynthetic equity (usually stock appreciation rights or phantom stock) granted to key management in second stage transaction to allow key executives to own eventually 10-20% of economic value of entity outside ESOP“S” Corporation ESOP election

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Another Typical ESOP Transaction “Vision”“S” Corporation redemption of all of the stock held by current shareholders for cash and subordinated notes with warrants Synthetic equity (usually stock appreciation rights or phantom stock) granted to key management to allow key executives to own eventually 10-20% of economic value of entity outside ESOPCompany uses “S” Corp tax-free operation to accelerate debt reduction

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ESOP Transaction ConcernsValuationFinancingEffect of ESOP on overall benefits structureLegal/fiduciary riskCost and complexity

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Steps in an ESOP TransactionFeasibility studyFinancingAppraisalPlan DesignLegal DocumentsClosingIRS Determination Letter

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Ongoing ESOP Items

Annual appraisal updateAnnual recordkeeping and administrationRepurchase obligationsCommunications training and educationLegal compliance

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About SES ESOP Strategies • Together with its affiliated companies, SES ESOP Strategies brings together one of

the largest core groups of ESOP lawyers, consultants and investment bankers in the U.S.

• Our depth and breadth of experience set us apart from other ESOP consulting firms. During our three decades of experience, we have implemented ESOPs for more than 500 companies and have completed more than 1,000 ESOP-related transactions

• SES professionals balance the needs of owners, managers, the company and its employees to ensure long-term corporate sustainability with substantial employee ownership

• We work with companies nationwide across all industries not only to install their plans, but also to forge partnerships throughout the ESOP lifecycle

• Our multidisciplinary team provides comprehensive services and support to guide companies through the design, implementation and ultimately, the maintenance of a successful ESOP

• If desired, we can help raise the debt necessary to fund the transaction and all or a portion of the company’s future working capital and other needs

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Our Transaction Process and Timeframe

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INITIAL ENGAGEMENT CLOSING180 DAYS

UNDERSTANDOBJECTIVES

TRANSACTIONANALYSIS

TRANSACTIONKICKOFF

COMPLETE THETRANSACTION

Meetings with shareholders and other relevant stakeholders to understand goals

Extensive Company and industry diligence

Draft detailed feasibility study, including valuation, debt capacity and financing structures

Model various ESOP outcomes

Phase I - 60 days

RFP process to engage Trustee team

Develop “board-level” presentation for Trustee kickoff meeting

Prepare proposed “term sheet” for negotiation with Trustee

Begin ESOP design process Prepare confidential financing

memorandum and start debt raise process

Phase II - 30 days

Finalize negotiation of transaction and financing documents

Finalize ESOP plan and operational design and implementation

Closing documentation IRS Determination letter

(Post-Closing)

Phase IV - 45 days

DEBT RAISE &NEGOTIATION

Phase III - 45 days

Negotiate the key transaction terms with Trustee

Run competitive debt raise process

Management meetings with lender finalists

Assist in ongoing financial and legal due diligence for lenders and Trustee

THROUGHOUT THE PROCESS, SES MINIMIZES EXECUTION RISK BY KEEPING ALL PARTIES ON A TIGHT, BUT REASONABLE, TIME FRAME AND WITHIN BUDGET.

IS AN ESOP RIGHT FOR YOU? AN IN-DEPTH LOOK AT EMPLOYEE STOCK OWNERSHIP PLANS

James SteikerChairman

SES ESOP Strategies 555 City Avenue, Suite 910

Bala Cynwyd, PA 19004Tel: (215) 508–5643

Email: jgs@sesesop.com